Terms and Conditions for Master License and Support Agreement


DO NOT USE THE ENCLOSED LICENSED PRODUCT UNTIL YOU (“CLIENT”) READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SDL PLC FOR AND ON BEHALF OF ITS AFFILIATES ("SDL"). BY TYPING IN YOUR SOFTWARE ENCRYPTION CODE OR OTHERWISE ACTIVATING, ACCEPTING, ACCESSING OR USING THE LICENSED SOFTWARE AND DOCUMENTATION (COLLECTIVELY, THE "LICENSED PRODUCT") PROVIDED TO YOU BY SDL IN RESPONSE TO AN ORDER FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. LICENSED PRODUCT QUANTITIES, LICENSED PRODUCT DESCRIPTIONS, PURCHASED OPTIONS AND NUMBER OF USER(S) WILL BE DEFINED IN AN ORDER FORM OR OTHER VALID FORM OF AGREEMENT ACKNOWLEDGED IN WRITING BY SDL OR THE PARTY WHO PROVIDED THIS LICENSED PRODUCT TO YOU ("ORDER FORM"). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, OR USE THE LICENSED PRODUCT, DOCUMENTATION AND SUPPORT SERVICES.

SDL plc is the provider of the website and all linked pages owned and operated by SDL (the "Site"), and other SDL branded or co-branded websites and API (including sub-domains, international versions, widgets and mobile versions, as applicable) now existing or later developed.

The parties agree as follows:

Article 1. Definitions

1.1 “Affiliates” means an entity controlled by a party. The word “control” shall, in the context of a corporation, mean direct beneficial ownership of at least fifty per cent (50%) of the shares entitled to vote for members of the Board of Directors of such corporation, and, in the context of any other business entity, shall mean the right to exercise similar management and control over such entity.

1.2 “Confidential Information” means this Agreement, the pricing and Fees associated herewith, the Licensed Product, Documentation, information, data, drawings, benchmark tests, specifications, trade secrets, and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information.

1.3 “Documentation” means the manuals and other technical and functional documentation provided by SDL to Client for use with the Licensed Product.

1.4 “Fees” means the fees for the Licensed Product and related Support Services as specified in the relevant Order Form.

1.5 “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country which is a party to the Berne Convention.

1.6 “Licensed Product” means the software as specified in the relevant Order Form or any addendum thereto, in object code form.

1.7 “License Term” has the meaning set forth in the applicable Order Form.

1.8 “License Type” means the type of license purchased by Client for each particular Licensed Product as set forth in the applicable Order Form.

1.9 “Order Form” means the order form for Licensed Product and related Support Services entered into by the parties and referencing this Agreement.

1.10 “Support Services” means the Maintenance and Support services purchased by the Client in accordance with the Order Form and as more particularly set forth in Exhibit A, which is provided by SDL to Client under Section 9.

1.11 “Support Level” means the Support package purchased by the Client as detailed under the Order Form.

1.12 “Territory” means the country or countries where the Licensed Product may be installed as indicated in the relevant Order Form.

1.13 “Third Party Software” means the software programs designated in the relevant Order Form as a third party software program.

Article 2. Grant of License

2.1 License. Subject to the terms and conditions of this Agreement, SDL grants Client a non-exclusive, non-sublicensable, non-transferable, limited license to use the Licensed Product and Documentation, limited to the terms of the relevant Order Form, and only for Client’s internal use. Except for archival purposes, Client may not use or store any copies of the Licensed Product unless expressly authorized in writing by SDL in the applicable Order Form. SDL reserves all rights and licenses in and to the Licensed Product not expressly granted to Client under this Agreement.

2.2 Third Party Software. In the event that there is any Third Party Software provided by SDL to Client under an Order Form, such Third Party Software shall be governed by the license agreement provided by the licensor of such Third Party Software.

2.3 Delivery. SDL will make the Licensed Product and Documentation licensed under an Order Form available to Client by electronic download on the date specified under the applicable Order Form. In the event that the Licensed Product is shipped to Client, such shipment will be according to CIP (Client’s registered address), Incoterms 2000.

Article 3. Restrictions

3.1 Client shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Licensed Product, and shall notify SDL promptly of any such unauthorized use. Client shall not transmit any data that it has reason to believe is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material harmful to children or violative of third party privacy rights, and Client shall indemnify and defend SDL from and against any breach of the foregoing restriction. In addition, Client shall not (a) copy, reproduce, distribute, republish, download display, post or transmit in any form or mean the Licensed Product or the Documentation, (b) rent, transfer, lease, loan, resell for profit or otherwise, distribute, or otherwise grant any rights in the Licensed Product in any form to any other party in whole or in part, including without limitation to provide processing services to their parties for commercial timesharing or for rental or sharing arrangements, (c) modify, adapt, decompile, disassemble, reverse engineer, create derivative works or otherwise attempt to derive source code from the Licensed Product (or hosting environment, if applicable) in whole or in part, (d) or remove, modify, obscure and/or otherwise deface any copyright, trademark or other proprietary rights notices in the Licensed Product or Documentation.

Article 4. Payments and Audit Rights

4.1 Fees. All Fees will be defined and payable in accordance with the applicable Order Form. All Fees will due and payable within thirty (30) days from the date of SDL’s invoice. All Fees are stated and payable in the currency detailed in the relevant Order Form. All Fees are non-cancellable and non-refundable.

4.2 Interest. Except for any amounts disputed in good faith, all past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client will reimburse SDL for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.

4.3 Taxes. All Fees set forth in the applicable Order Form are exclusive of any sales, withholding taxes, value-added, or other similar taxes imposed by applicable law that SDL must pay based on the Licensed Product and related services (“Taxes”). Client agrees to pay or reimburse SDL for all such relevant taxes, except for taxes based on SDL’s income (which shall be the responsibility of SDL). If SDL has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 4.3, Client will pay that amount unless Client can provide SDL with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Renewals. SDL may increase the fees for the Licensed Product by not more than five percent (5%) in any subsequent renewal term, as set forth in the relevant Order Form.

4.5 Reporting and Audit. Client shall keep complete and accurate books and records of its use of the Licensed Product to demonstrate its compliance with this Agreement. Further, SDL may audit Client’s use of the Licensed Product in order to verify compliance with this Agreement. An audit shall occur no more frequently than once annually at SDL’s expense. All audits shall be conducted during regular business hours and shall not unreasonably interfere with Client’s business activities. SDL shall schedule any audit at least thirty (30) days in advance. If any audit by SDL yields any deficiency in the amounts that should have been paid to SDL, Client shall promptly remit payment to SDL of such amounts plus interest calculated at a rate of 1.5% per month from the date on which such payment became due or the highest rate permitted by law, whichever is lower. In addition, if an audit by SDL yields a deficiency of 5% or more in the amounts that should have been paid to SDL, Client will promptly reimburse SDL for all reasonable costs of the audit.

Article 5. Term and Termination

5.1 Agreement. The term of this Agreement shall commence on the Effective Date and shall continue in effect through the License Term set forth in the applicable Order Form, unless and until this Agreement is terminated in accordance with this Section 5.

5.2 Termination. This Agreement, including all licenses granted hereunder, may be terminated as follows: (a) by either party with immediate effect if the other party fails to perform any of its material obligations under this Agreement and such failure continues for thirty (30) days after receipt of written notice; (b) by either party with immediate effect upon written notice in the event that the other party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files a voluntary bankruptcy petition; (iv) acquiesces to any involuntary bankruptcy petition; (v) is adjudicated bankrupt; or (vi) ceases to do business; or (c) by SDL immediately upon written notice of termination in the event of any breach of Section 2 (Grant of License).

5.3 Effect of Termination. Upon the expiration or termination of this Agreement, Client shall immediately cease use of the Licensed Product and each party shall immediately cease use of the Confidential Information of the other party, and each party shall return or, at its option, destroy the materials referred to in the foregoing sentence from all equipment and electronic and other media, including all copies thereof. Each party shall certify in writing its compliance with the foregoing upon the request of the other party.

5.4 Survival. The rights and obligations of the parties which by their nature extend beyond the expiration or termination of the Agreement shall survive termination or expiry of this Agreement for any reason.

Article 6. Warranties

6.1 Warranty. SDL warrants to Client that, for a period of ninety (90) days from the effective date of the applicable Order Form (the “Warranty Period”); the Licensed Product delivered pursuant to such Order Form will substantially perform in accordance with the Documentation. If the Licensed Product fails to perform substantially in accordance with the Documentation, Client must notify SDL in writing within the Warranty Period.

6.2 Remedy. As Client’s sole and exclusive remedy and SDL’s entire liability for any breach of the warranty set forth in Section 6.1, SDL will, at its option: (a) promptly repair, correct or replace any Licensed Product that fails to meet this warranty; (b) provide Client with a reasonable procedure to circumvent the nonconformity; or if (a) and or (b) are not commercially feasible, terminate this Agreement upon written notice to Client and refund to the fees paid by Client under the relevant Order Form for the non-conforming Licensed Product.

The warranty set forth in this Article 6.1 shall not apply if: (i) the Licensed Product has not been properly installed or used at all times in accordance with the Documentation and supported platforms; (ii) Client (either itself or via a third party on its behalf) has modified the Licensed Product; (iii) Client has combined the Licensed Product with other software or hardware not provided or approved by SDL pursuant to the documentation; or (vi) the Licensed Product has been subject to misuse, neglect or unusual physical, electrical or electromagnetic stress, or some other type of accident, other than where it was in SDL’s reasonable control to prevent such an occurrence.

6.3 Disclaimer. SDL does not warrant that the Licensed Product will meet Client’s requirements, that the operation of the Licensed Product will be error-free, timely or the operation therefore will be uninterrupted or that all Licensed Product errors will be corrected. EXCEPT AS PROVIDED IN SECTION 6.1, THE LICENSED PRODUCT HEREUNDER ARE PROVIDED “AS IS” AND SDL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE LICENSED PRODUCT OTHER THAN THAT THE LICENSED PRODUCT WILL CONTINUE TO MEET THE DOCUMENTATION. SDL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. No advice or information, whether oral or written, obtained from SDL or elsewhere will create any warranty not expressly stated in this Agreement.

Article 7. Limitation of Liability

7.1 IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OR EMPLOYEES. BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, HOWEVER CAUSED AND WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE, KNOWN, FORESEEN, OR A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SDL’s total cumulative liability under this Agreement shall not exceed the amount of the fees paid by Client for the Licensed Product and Support Services, as applicable, during the preceding twelve (12) months which gave rise to a claim.

7.2 The parties acknowledge that these limitations and exclusions of liability are agreed to be reasonable allocations of liability and risk, having considered the relative commercial size of the parties, the nature of the contractual obligations, the ability of the parties to bear the losses and the availability of insurance.

Article 8. Infringement Claims

8.1 Infringement Indemnity. Subject to Client’s compliance with the terms and conditions of this Agreement, SDL will, at its option, defend or settle any action brought against Client to the extent that it is based upon a third party claim that the Licensed Product, as provided by SDL to Client under this Agreement and used within the scope of this Agreement, infringes any Intellectual Property Rights, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Client, provided that Client: (a) promptly notifies SDL in writing of the claim; (b) grants SDL sole control of the defense and settlement of the claim; and (c) provides SDL, at SDL’s expense, with all assistance, information and authority reasonably required for the defense or settlement of the claim.

8.2 Injunctions. If Client’s use of any of the Licensed Product hereunder is, or in SDL’s opinion is likely to be, enjoined due to the type of claim specified in Section 8.1 above, SDL may, at its sole option and expense: (a) procure for Client the right to continue using such Licensed Product under the terms and conditions of this Agreement; (b) replace or modify such Licensed Product so that it is non-infringing and substantially equivalent in function to the enjoined Licensed Product; or (c) if options (a) and (b) above cannot be accomplished despite SDL’s commercially reasonable efforts, then SDL may terminate Client’s rights and SDL’s obligations hereunder with respect to such Licensed Product and refund to Client the amount of fees paid to SDL for the Licensed Product less an amount for depreciation determined on a straight-line four year depreciation basis with a commencement date as of the effective date of the respective Order Form.

8.3 Exclusions. Notwithstanding Section 8.1, SDL will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from (a) Client’s operation, combination or use of the Licensed Product with equipment, devices, software or data not supplied by SDL, if a claim would not have occurred but for operation, combination or use; (b) Client’s use of the Licensed Product other than in accordance with this Agreement or the Documentation; (c) modifications of a Licensed Product by anyone other than SDL where the unmodified version of the Licensed Product would not be infringing; (d) use by users or Affiliates of Client not permitted by this Agreement; or (e) Client uses a version of the Licensed Product which has been superseded and/or is no longer supported by SDL, if the claim could have been avoided by using the current version of the Licensed Product.

8.4 Sole Remedy. THE PROVISIONS OF THIS SECTION 8 SET FORTH SDL’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

Article 9. Support Services

9.1 Technical Support. Except as provided in the relevant Order Form, SDL will provide Client with on-line and telephone technical Support Level as per the Support package purchased under the Order Form and Exhibit A. Support Services will commence on the effective date of the applicable Order Form.

Article 10. Ownership

10.1 The Licensed Product contains and/or embodies patents, copyrighted material, trade secrets, inventions and other intellectual property of SDL. SDL or it licensors retain all ownership and Intellectual Property Rights to the Licensed Product and Documentation.

Article 11. Confidentiality

11.1 “Confidential Information” means (a) the Licensed Product and Documentation; (b) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents and equipment) that is either marked “confidential” or “proprietary” or would reasonably be assumed to be confidential based on its content or the context surrounding its disclosure; and (c) the specific terms and pricing set forth in this Agreement.

11.2 Exclusions. Confidential Information does not include information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.

11.3. Disclosure Restrictions. Each party will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein and each party will remain directly liable and responsible to the other party and its licensors for any violation by a party or its subcontractors hereunder. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

Article 12. Export Compliance

12.1 Export Compliance. Client agrees to comply fully with all applicable export laws and regulations of the United States and other jurisdictions to ensure that neither the Licensed Product, nor any direct product thereof are exported or re-exported in violation of such laws, or used for any purposes prohibited by such laws. The software is "commercial computer software" or "commercial computer software documentation." The United States Government's rights with respect to the software are limited by the terms of this Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable. Because the software is subject to United States export controls, Client shall not export or "re-export" (transfer) the software unless Client has complied with all applicable U.S. export controls.

12.2 Unless exempt, SDL shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. If applicable, the contractor and subcontractor shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights.

Article 13. Remedies

13.1 Client acknowledges and agrees that any copying or use of the Licensed Product other than as expressly permitted by this Agreement would result in irreparable injury to SDL for which money damages would be inadequate and in such event SDL shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

Article 14. Marketing Assistance

14.1 Client agrees as a part of this Agreement to actively participate in SDL’s Customer Reference Program. Such participation includes use of Client’s logo in SDL marketing materials, press releases or speaking engagements, use of Client’s name in SDL’s regulatory filings, and Client taking calls from prospective SDL customers to share Client’s experiences with SDL’s offering.

Article 15. Force Majeure

15.1 Neither of the parties shall be obliged to meet any obligations, including any guarantee obligation agreed between the parties, if it is prevented from doing so as a result of force majeure. Force majeure shall include but not limited to: (i) government measures, (ii) electricity failure, (iii) faults affecting the internet, computer network or telecommunication facilities, (iv) war, (v) terrorism, (vi) riot, and (vii) acts of God. If a situation of force majeure lasts for longer than forty-five days, either of the parties shall be entitled to terminate the agreement in writing.

Article 16. Miscellaneous

16.1 Entire Agreement. This Agreement, including any Exhibits or schedules hereto, constitutes the entire and exclusive understanding and agreement between Client and SDL with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between Client and SDL with respect to the subject matter hereof. Any terms and conditions contained in any purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such purchase order, unless expressly agreed to in writing by SDL.

16.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of England and Wales, excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the English Courts and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

16.3 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

16.4 Amendments. Except as expressly agreed to by each party’s authorized representative in the relevant Order Form, this Agreement may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized representative of SDL and Client.

16.5 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

16.6 Assignment. Client will have no right to assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without SDL’s prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

16.7 Notices. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.

16.8 Counterparts. The exchange of a fully executed Agreement (in counterparts or otherwise) by digital signature or by other electronic means, such as portable document format (.pdf) file, shall be sufficient to bind the parties to the terms and conditions of this Agreement.

16.9 Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

16.10 Relationship to the Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representative. The parties agree to the use of digital signatures.

EXHIBIT A
SUPPORT SERVICES

This Exhibit supplements and is incorporated into the Master License and Support Agreement to which it is attached, and any capitalized terms not defined herein shall have the meanings assigned to them therein. This Exhibit details the standard Support Level ("Essentials Support") that all Clients are entitled to. In the event the Client purchases a different Support Level such as "Enhanced Support" or "Elite Support" all additional elements of Support will be detailed in the SDL Customer Support Service Policy.

Section 1. Standard Support Services

1.1 Support Services. Subject to the terms and conditions as set forth in this Exhibit, and subject to the full and timely payment of the Support Services fees, SDL provides the following standard Support Services to Client during Support Services hours:

1.1.1 Support. “Support” consists of assistance during Support hours with respect to the Licensed Product, including, but not limited to (i) clarification of functions and features of the Licensed Product; (ii) access to and clarification of the Documentation; and (iii) error verification, analysis and reasonable resolution efforts by telephone and/or internet. Support furthermore includes access to the SDL Support Portal and access to the SDL Community.

1.1.2 Maintenance. “Maintenance” consists of the delivery of hot fixes and the provision of generally available service packs via the internet, along with any related online Documentation.

1.1.3 Support Levels. In addition to Essentials Support as detailed in this Exhibit A, the Client has the option to purchase "Enhanced Support" which entitles the Client to 24 hour Support, 5 days a week, with quarterly reviews, and the training and consulting as detailed in the SDL Customer Support Service Policy, or "Elite Support" which provides 24 hour Support, 7 days a week for P1 issues as detailed below, and 24 hour, 5 days a week Support for P2, P3 and P4 Errors as detailed below. The Client will be provided monthly reviews and training and consultancy as detailed in the SDL Customer Support Service Policy.

1.2 Support Categories and Response Times

Essentials Support

1.2.1 Working days (Monday – Friday) and working hours for Support Services shall be, during normal business working days and hours between:
0900 to 1730 hours’ local time for the defined regions Support Services hours exclude local public holidays as further detailed in the SDL Customer Support Service Policy. Unless otherwise agreed in the relevant Order Form the Client must choose from one of the following regional time zones in which to receive Support Services: North America, Japan, Central Europe, Australia and New Zealand.

Enhanced Support

Working days and working hours for Support shall be, during normal business working days and hours between:
24 hours’ local time for the defined regions from Monday to Friday. Support Services hours exclude local public holidays as further detailed in the SDL Customer Support Service Policy.

Elite Support

Working days and working hours for Support shall be, during normal business working days and hours between:
24 hours’ local time for the defined regions from Monday to Sunday. Support Services hours exclude local public holidays as further detailed in the SDL Customer Support Service Policy.

1.2.2 Support Services is provided according to the following priority levels. SDL may in good faith change the priority level of an error or change its status to an enhancement request upon notice to the Client.

a) A "P1 - Critical Priority Incident" means a problem where the Licensed Product become unavailable or inaccessible to the Client and that prevents or materially impairs the performance of substantially all major functions of the Licensed Product as described in the Documentation so that: (i) the Licensed Product is unavailable to the Client or at material risk of becoming unavailable; or (ii) Client is unable to use the Licensed Product due to continual failures, application aborts, or data corruption. Once a P1 Critical Priority Incident is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be reclassified to a P3 –Medium Priority Incident.

b) A "P2 - High Priority Incident" means a which no practicable workaround is available, that prevents or materially impairs the performance of a major function of the Licensed Product as described in the Documentation so that: (i) a major function of the Licensed Product is unavailable to the Client or its availability has been materially interrupted and substantial risk of recurrence exists; or (ii) Client is unable to use the Licensed Product due to intermittent failures or data corruption; or (iii) where the Licensed Product partially fails resulting in substantial delays of key business outputs. Once a P2 - High Priority Incident is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be changed to P3 - Medium Priority Incident.

c) A "P3 - Medium Priority Incident" means an Incident which is not classified as either P1 or P2 problem whether or not a practicable workaround is available, that prevents or materially impairs the performance of a minor function in the Licensed Product as described in the Documentation so that (i) there is partial loss of functionality of a non-critical component, (ii)a single isolated error, (iii) a technical question or Licensed Product query. , whether or not a practicable workaround is available.

d) A "P4 - Low Priority Incident" means a problem that does not prevent or materially impair the performance of any function in the Licensed Product as described in the Documentation, and does not materially inhibit Client's use of the Licensed Product. Such as (i)a an error which is cosmetic in nature, (ii) error in Documentation, or (iii) a change request.

1.2.3 Initial Response Times meaning, the cumulative time taken from confirmation that an Incident has been raised through the SDL Support Portal during business hours to the initial technical response by SDL according to the priority levels given above are as follows:

ProductPriority

P 1P 2P 3P 4
Web, Customer Journey Analytics, Contenta Publishing Suite, Knowledge Center, SDL WorldServer, SDL BeGlobal, SDL TMS, ETS1 Hour4 Hours8 Hours2 Days

1.3 Support Services Portal and Administration The Client will appoint designated representatives in accordance with the Support Level purchased who shall request Support Services in accordance with the SDL Customer Support Service Policy. The SDL Customer Support Service Policy is available at the following link: https://sdl.com/customer-support-service-policy

SDL reserves the right to amend the SDL Customer Support Service Policy at its discretion, provided always the Support Level purchased by the Client does not materially change.

Section 2. Product Lifecycle Support Stages

2.1 Product Lifecycle Support Stages. The following phases are part of the Licensed Product release life cycle:

“Fully Supported”: means these releases are actively sold, fully supported and are upgraded through cumulative updates on a regular basis and hot fixes are provided when necessary. Version releases will be in this stage for a duration of 2 years from release date.

“Limited Support”: means after a versioned release reaches the end of its 2nd year after release, it enters Limited Support. In this support stage, SDL will continue issuing hot fixes for defects, and – if required – cumulative updates. SDL will not accept Licensed Product enhancement requests anymore, and the platform support matrix will not be changed. Version releases will remain in this stage for a duration of 2 years. Subject to SDL’s discretion SDL may extend the term of the Limited Support stage.

“Extended Support”: means when a version reaches the level 2 de-support date (4 years after the original release date), SDL will continue to support it at Level 3 (Extended Support). Access to this stage will require an extended support agreement between SDL customer support and the customer to be agreed upon. No further cumulative updates or general hot fixes will be issued. Support will be given on a best effort basis.

“Retired”: means software which is no longer generally available and which has reached its end of life. For Retired Support Services are available subject to the availability of trained SDL personnel and resources. No new service packs or hot fixes will be available. Versions at this level are no longer supported by SDL via the support desk.

Section 3. Fees and Payment

3.1 Support Services Fee. The Support Services fee for the first Support Services term is set out in the applicable Order Form. For any subsequent Support Services term, the Support Services will be due and payable thirty (30) days before the commencement of that specific term. Support Services fees for a contracted term is non-cancellable and non-refundable.

3.2 Causes which are not attributable to SDL. The Support Services fee does not include services requested as a result of, or related to, causes which SDL cannot reproduce on unmodified Licensed Product and which can therefore not be attributed to SDL. If and when available, these services will be charged to Client at SDL's then current rates. Support Services shall not be provided for and SDL has no obligation to resolve or to attempt to resolve defects concerning Licensed Product other than to the extent that: (i) the applicable component of the Licensed Product is hosted or has been installed by SDL or has otherwise been properly installed and used at all times in accordance in all material respects with the Documentation; (ii) no modification, alteration or addition has been made to the Licensed Product other than by or as expressly authorized by SDL; and (iii) the Licensed Product has not been subject to misuse, neglect or unusual physical, electrical or electromagnetic stress, or some other type of accident, other than where it was in SDL’s reasonable control to prevent such an occurrence.

Section 4. Responsibilities of Client

4.1 Responsibilities of Client. SDL’s provision of Support Services to Client is conditional upon the proper fulfilment of the following responsibilities of Client:

4.1.1 Client will provide SDL access and assistance as may be reasonably required to Client's personnel and equipment during Support Services hours or during such hours as may be otherwise agreed between Client and SDL.

4.1.2 Client will adopt and utilize all service packs and hot fixes offered to Client.

4.1.3 Client will document and promptly report to SDL any errors or malfunctions detected in the Licensed Product. Client agrees to carry out all instructions for the rectification of such errors or malfunctions within a reasonable time after these instructions have been received from SDL.

4.1.4 Client will maintain a current backup copy of all Licensed Product and the data generated by it.

4.1.5 Client will properly train its personnel in the use and application of the Licensed Product and will provide sufficient supervision, control and management of the use of the Licensed Product.

4.2 Assistance. If reasonably requested by SDL, Client will provide relevant data so as to facilitate testing of upgrade scripts, performance analysis and such. Additionally, if reasonably requested by SDL, Client will provide relevant data so as to facilitate the reproduction of any Priority Error received from Client in order to facilitate SDL’s correction efforts of such Priority Error.


Section 5. Travel, Expenses and Accommodation

5.1 Travel and Expenses. If applicable, all actual travel costs and reasonable expenses made in connection with the provision of Support Services will be borne by Client. SDL will use economy tickets wherever possible, although an urgent response may prevent this.

5.2 Accommodation Costs. All accommodation costs, including hotels and meals, required in connection with the delivery of Support Services by SDL at Client’s site and / or the travel involved in getting there will be borne by Client, provided that these costs are reasonable and identifiable.

Section 6. Term, Termination and Non-Renewal

6.1 Term and Termination. SDL's provision of Support Services to Client will commence on the Effective Date of the applicable Order Form and will continue for the first Support Services term. Support Services will automatically renew for all available offerings at the end of the first Support Services Term and any subsequent term thereafter unless Client has provided SDL with a written termination notice of its intention not to renew Support Services at least sixty (60) days prior to the expiration of the then current Support Services term. SDL may terminate Support Services upon written notice if Client materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach.

6.2 Licenses. Termination of Support Services, or a failure to renew, will not affect the Licensed Product licenses purchased by Client, unless otherwise set out in the Agreement.

6.3 Non-Renewal. If Client sends a written termination notice and does not renew Support Services, and as a result does not receive Support Services for a period of time (“Lapse Period”), SDL may thereafter renew the Support Services at Client’s request. In the event of such renewal, and in consideration of the Client using a version of the Licensed Product which is currently supported as per the SDL Product Release Policy, Client will pay the then current Support Services fee, plus an amount equal to one hundred percent (100%) of the Support Services fees that would have been payable during the Lapse Period.

Section 7. Miscellaneous

7.1 Case Registry Contacts. Client may appoint a maximum of four (4) individuals within each of Client’s sites who are knowledgeable in the operation of the Licensed Product to serve as primary contacts between Client and SDL regarding the registering and reporting of Priority Errors. All of Client’s support inquiries will be initialized through these contacts.

7.2 Client shall provide first-line support to its internal users. This shall include the first intake of all questions/remarks regarding the software and, if Client deems appropriate, passing them on to the Client representatives.

7.3 Client representatives shall make reasonable efforts to solve the problems before passing them to SDL and shall notify SDL promptly following the discovery of a software error or issue. Client shall give reasonable assistance to SDL in the solving of any error or issue including, for instance, by providing a listing of output and any other data that SDL may need to reproduce the error or issue.

7.4 Support Services Exhibit Changes. This Exhibit reflects SDL’s policy with respect to the provision of Support Services in force on the Effective Date of this Agreement. SDL reserves the right, at its discretion, to modify the terms of this policy at any time, provided that the level of Support Services provided under this Agreement will not diminish in quality due to a change in the Support Services.